Item 9A. Controls and Procedures
ITEM
9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We
maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in
the reports we file or furnish to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
As
of December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange
Act Rules 13a –15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of
the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required
to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the
required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
Our
Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all
error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their
objectives and our Chief Executive Officer and Chief Financial Officer have determined that our disclosure controls and procedures are
effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance
that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to
do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,
regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation.
We
carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our internal controls over financial reporting as of December 31, 2024. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control
— Integrated Framework (2013).” Based on this assessment, management identified the following material weaknesses that have
caused management to conclude that, as of December 31, 2024, our disclosure controls and procedures, and our internal control over financial
reporting, were not effective at the reasonable assurance level. We noted the following deficiencies that we believe to be material weaknesses:
(1) the Company has no formal control process related to the identification and approval of related party transactions; (2) the Company
lacks a formal and complete set of policies and procedures that cover the Company’s internal controls over financial reporting;
(3) the Company did not maintain effective internal controls to assure proper segregation of duties; and (4) the Company has a lack of
resources to evaluate and review appropriate accounting treatment for certain complex areas, such as the treatment of deferred tax assets,
unique transactions, and share based compensation.
38
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) or in other factors that occurred during the fourth fiscal quarter of 2024 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
ITEM
9B. Other Information
None .
PART
III
ITEM
10. Directors, Executive Officers and Corporate Governance
Set
forth below are the present directors and executive officers of the Company. There are no arrangements or understandings between any
of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.
Name
Age
Position
Eric
Healy
41
Chief
Executive Officer, Chairman of the Board
John
Dalfonsi
59
Chief
Financial Officer, Director
David
Israel
63
Director
Greg
Somerville
57
Director
Byron
Riché Jones
41
Director
Deven
Jain
22
Director
Lindsey
L. Schwartz
57
Director
Biographies
Set
forth below are brief accounts of the business experience of each director and executive officer of the Company.
Eric
Healy—Chief Executive Officer and Chairman of the Board . Eric has been our Chief Executive Officer since inception in November
2017. Mr. Healy brings over 13 years of experience as a mechanical engineer, product development engineer, and a food entrepreneur. Prior
to founding BranchOut, Mr. Healy was the owner/partner of the No-Bake Cookie Company, running all aspects of the company. Mr. Healy served
as a Senior Mechanical Engineer at Stratos Product Development, Synapse Product Development (both consumer product development engineering
firms) as well as a Mechanical Engineer at the Boeing Company. Eric earned a Bachelor of Science in Mechanical Engineering from Oregon
State University.
John
Dalfonsi—Chief Financial Officer and Director. John was appointed to serve
as the Company’s Chief Financial Officer on January 10, 2024, and has served as a director of ours since June 21, 2023. Since 1995,
Mr. Dalfonsi has closed public and private equity and debt financings, merger and acquisitions, advisory and fairness opinion transactions
and Nasdaq and NYSE/AMEX IPOs. He has worked with companies in the healthcare, industrial, consumer, technology, cleantech and resource
sectors , bringing a wealth of experience to the Company . During this period, Mr. Dalfonsi
has spent the bulk of his career at ROTH Capital Partners, LLC and Paulson Investment Company, LLC. Mr. Dalfonsi has been the Managing
Member at Eagle Vision Fund G/P., LLC since April 2022, was previously a Senior Managing Director at Paulson Investment Company, LLC
from January 2021 through April 2022, and a Managing Director at Roth Capital Partners from February 2002 to December 2020. Mr. Dalfonsi
earned his Bachelor of Science degree in Industrial Engineering from Northwestern University and his Master of Business Administration
from the University of Chicago Booth School of Business.
David
Israel—Independent Director. David Israel was appointed to our board of directors, audit committee, compensation committee,
and nominating and corporate government committee on June 21, 2023 . Mr. Israel, one of our
co-founders boasts a successful history of food entrepreneurship. As the Chief Executive Officer of Good Planet Foods since February
of 2018, David brings extensive experience in natural food product development and management. Additionally, as the Chief Executive
Officer of BFY Food Group since February of 2017, David brings an immediate network of distributors
and buyers that will continue to scale BranchOut as growth accelerates. David developed and created Pop Gourmet as its founder in 2011,
until September of 2018.
39
Greg
Somerville—Independent Director. Greg Somerville was appointed to our board of directors, audit committee, compensation
committee, and nominating and corporate government committee on June 21, 2023 . Mr. Somerville
is an accomplished 30-year Sales and Marketing veteran of the U.S. Food Industry. Greg is currently North America Controller & Chief
Executive Officer at Savencia Fromage and Dairy, which is the world’s leading specialty cheese company and has held the position
since August of 2021. In North America, Savencia has top share positions in cream cheese, domestically-produced and imported specialty
cheeses, hummus, and plant-based dips and snacks. Prior to joining Savencia, Mr. Somerville spent 20 years at Land O’Lakes, Inc.,
starting in July of 2001 and leaving in July of 2021, where he held a variety of leadership positions in sales, customer marketing, category
& consumer insights and sustainability. Mr. Somerville is a trusted industry expert as he previously held board positions at the
National Frozen & Refrigerated Foods Association and the International Dairy Deli Bakery Association. Mr. Somerville’s proven
track record managing branded food products across the retail, food service and B2B ingredients segments will be invaluable toward supporting
BranchOut’s future growth. Greg has a BS in Business from the University of Wisconsin and an MBA from Quinlan School of Business.
Byron
Riché Jones—Independent Director. Byron Riché Jones was appointed to our board of directors and the chairman
of the Company’s audit committee on January 10, 2024. Mr. Jones is a distinguished executive with over 15 years in Project Management
and Business Solutions experience, and has served as director of several publicly traded and privately held companies, specifically in
the Commercial Real Estate, Consumer Goods, Hospitality, Technology, and Cannabis Sectors. Since 2012, Mr. Jones has been the Director
of Project Management at Jones Lang LaSalle, one of the largest global real estate companies in the world, where for the past 10 years
he has overseen over $50M (US) in capital and improvements for one of the leading Global Technology Institutions. Since 2021, Mr. Jones
has also been the principal of ELEVEN03 Hospitality LLC, a growth portfolio company with holdings in notable Bay Area nightlife venues,
including “NOVA nightclub’ and “Wild Rose Eatery and Lounge”. Mr. Jones earned an Honors BS degree in Business
Management from the WP Carey School of Business with an emphasis in Small Business Entrepreneurship from Arizona State University in
2005.
Deven
Jain—Independent Director. Deven Jain was appointed to our Board of Directors on July 24, 2024 upon the closing of the
investment by Kaufman Kapital, LLC in our securities, although there is no agreement or arrangement between the Company and Kaufman pursuant
to which Kaufman has the right to appoint or nominate a director. Mr. Jain served as an analyst at Kaufman Kapital from June 2024 until
January 2025, and previously was an intern at CarMax and Dominion Energy. Mr. Jain is currently pursuing a degree in finance at The McIntire
School of Commerce.
Lindsey
L. Schwartz—Independent Director. Lindsey L. Schwartz was appointed to our board of directors on February 13, 2025. Since
September of 2020, Mr. Schwartz has been the Executive Chairman of Schwartz Brothers Restaurants, which owns and operates a number of
full-service restaurants in the greater Seattle area and Schwartz Brothers Bakery, which sells products in the US and Canada in many
of the largest grocery and warehouse club chains. Mr. Schwartz also serves on the board of directors for Evergreens Salads and multiple
advisory boards, including South Forty Snacks, Tiphaus and Radius Networks, and formerly served on the advisory board of Nutpods. Mr.
Schwartz earned a BS in Business Administration from the University of Southern California.
Family
Relationships
There
are no family relationships among any of our directors or executive officers.
Board
Committees and Audit Committee Financial Expert
Our
board of directors has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Our
board of directors may establish other committees to facilitate the management of our business. The composition and functions of each
committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of
directors. Each committee has adopted a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq, which
is available on our website at www.branchoutfood.com .
Audit
Committee
Our
Audit Committee is responsible for, among other things:
●
overseeing
the integrity of our financial statements and the other financial information we provide to our stockholders and other interested
parties;
●
monitoring
the periodic reviews of the adequacy of the auditing, accounting, and financial reporting processes and systems of internal control
that are conducted by our independent registered public accounting firm and management;
●
being
responsible for the selection, retention, compensation, and termination of our independent registered public accounting firm;
●
overseeing
the independence and performance of our independent registered public accounting firm;
40
●
overseeing
compliance with applicable legal and regulatory requirements as they relate to our financial statements and disclosure of financial
information to our stockholders and other interested parties;
●
facilitating
communication among our independent registered public accounting firm, management, and the board of directors;
●
preparing
the Audit Committee report required by SEC rules and regulations to be included in our annual proxy statement; and
●
performing
such other duties and responsibilities as are enumerated in and consistent with the Audit Committee charter.
Our
Audit Committee operates under a written charter, which satisfies the requirements of applicable SEC rules and Nasdaq listing standards,
which is available on our principal corporate website located at www.branchoutfood.com .
The
board of directors has affirmatively determined that each member who serves on the Audit Committee meets the additional independence
criteria applicable to Audit Committee members under SEC rules and Nasdaq listing rules. The board of directors has affirmatively determined
that each member of the Audit Committee is financially literate. However, as a result of Mr. Dalfonsi’s resignation from the Audit
Committee in January 2024, no member of the Audit Committee currently meets the qualifications of an audit committee financial expert
within the meaning of Item 407(d) of Regulation S-K under the Securities Act. The Audit Committee consists of Mr. Jones, Mr. Israel and
Mr. Somerville. Mr. Jones serves as chair of the Audit Committee.
Compensation
Committee
The
Compensation Committee is responsible for, among other things:
●
assisting
the board of directors in developing and reviewing compensation programs applicable to our executive officers and directors;
●
overseeing
our Company’s overall compensation philosophy, strategy, and objectives;
●
approving
the total compensation opportunity, as well as each component of compensation, paid to our executive officers and directors;
●
administering
our equity-based and cash-based compensation plans applicable to our directors, officers, and employees;
●
preparing
the report of the compensation committee required by SEC rules to be included in our annual proxy statement; and
●
performing
such other duties and responsibilities as an enumerated and consistent with the Compensation Committee charter.
Our
Compensation Committee operates under a written charter, which satisfies the requirements of applicable Nasdaq listing standards, which
is available on our principal corporate website located at www.branchoutfood.com .
The
Board has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to Compensation
Committee members under SEC rules and Nasdaq listing rules. The Company believes that the composition of the Compensation Committee meets
the requirements for independence under, and the functioning of such Compensation Committee complies with, any applicable requirements
of the rules and regulations of Nasdaq listing rules and the SEC. The Compensation Committee consists of Mr. Israel and Mr. Somerville.
Mr. Israel serves as chair of the Compensation Committee.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee is responsible for, among other things:
●
assisting
the board of directors in identifying candidates qualified to serve as directors, consistent with selection criteria approved by
the board of directors and the nominating and corporate governance committee;
●
recommending
to the board of directors the appointment of director nominees that meet the selection criteria;
●
recommending
to the board of directors the appointment of directors to serve on each committee of the board of directors;
●
developing
and recommending to the board of directors such corporate governance policies and procedures as the nominating and corporate governance
committee determines is appropriate from time to time;
41
●
overseeing
the performance and evaluation of the board of directors, and of each committee of the board of directors; and
●
performing
such other duties and responsibilities as are consistent with the Nominating and Corporate Governance Committee charter.
Our
Nominating and Corporate Governance Committee operates under a written charter, which satisfies the requirements of applicable Nasdaq
listing standards, which is available on our principal corporate website located at www.branchoutfood.com .
The
Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent
director guidelines of Nasdaq listing rules. The Nominating and Corporate Governance Committee consists of Mr. Israel and Mr. Somerville
and. Mr. Somerville serves as chair of the Nominating and Corporate Governance Committee.
Code
of Business Conduct and Ethics
We
have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers, and employees, including our Chief
Executive Officer, Chief Financial Officer, and Chief Operational Officer or persons performing similar functions, in accordance with
U.S. federal securities laws and the corporate governance rules of Nasdaq. The Code of Business Conduct and Ethics is available on the
investor relations portion of our website at www.branchoutfood.com . Any substantive amendments or waivers of the Code of Conduct
or any similar code(s) subsequently adopted for senior financial officers may be made only by our Board and will be promptly disclosed
as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.
Delinquent
Section 16(a) Reports
The
were no persons who, at any time during the fiscal year ended December 31, 2024, was a director, executive officer, or beneficial owner
of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during
the most recent fiscal year, except for a late filing of a Form 3 by Kaufman Kapital, a Form 4 filed by Kaufman Kapital one day late,
and a late filing of a Form 4 by each of Eric Healy, John Dalfonsi David Israel, Byron Riche Jones, and Greg Somerville.
ITEM
11. Executive Compensation
Summary
Compensation Table
The
following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December
31, 2024 and 2023 to Eric Healy, our Chief Executive Officer, and John Dalfonsi, our Chief Financial Officer, during 2024 (together,
our “Named Executive Officers”).
Name and
Fiscal
Option
Financial
Position
Year
Salary
Bonus
Awards
Total
Eric Healy,
2024
$ 255,377
$ -
$ 120,132 (1)
$ 375,509
Chief Executive Officer and Chairman
2023
$ 222,490
$ 100,000
$ -
$ 322,490
John Dalfonsi, (2)
2024
$ 150,000
$ -
$ 64,356 (3)
$ 214,356
Chief Financial Officer
2023
$ -
$ -
$ -
$ -
(1)
On February 22, 2024, we granted Mr. Healy the option to purchase 140,000 shares of common stock at an exercise price of $1.92
per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $0.8581,
was $120,132.
(2)
John Dalfonsi, our Chief Financial Officer, was appointed as the Company’s Chief Financial Officer on January 10, 2024.
(3)
On February 22, 2024, we granted Mr. Dalfonsi the option to purchase 75,000 shares of common stock at an exercise price of $1.92
per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $0.8581,
was $64,356.
42
Employment
Agreements and Incentive Compensation
We
have entered into an employment agreement with our Chief Executive Officer, dated December 6, 2022. Pursuant to such agreement, Mr. Healy
has agreed to serve as Chief Executive Officer and Chairman of our board of directors in consideration for an annualized salary of $250,000,
which commenced upon the completion of the IPO, payable in regular installments in accordance with the usual payment practices of the
Company. The employment agreement calls for an annual bonus, as determined by the board of directors and possible additional bonuses
for services and results achieved by Mr. Healy. Furthermore, the employment agreement required the Company to pay a bonus to Mr. Healy
of $100,000 upon the completion of the IPO in 2023.
Pursuant
to Mr. Healy’s employment agreement, in the event he is involuntarily terminated by the Company other than for “Cause”
or if he resigns for “Good Reason,” he is entitled to receive, subject to certain conditions, (x) an amount equal to the
remaining unpaid amounts under the employment term (three years from the date of the agreement), plus an additional 12 months of his
then current base salary, each payable on the date of termination; (y) an amount equal to the target bonus for the year of termination
of employment, payable within five days following the date of termination; and (z) continued medical and dental coverage. “Cause”
and “Good Reason” are each defined in the employment agreement.
Finally,
Mr. Healy agreed to certain non-solicitation, non-disparagement and non-competition provisions for a period of 24 months following termination
and to certain confidentiality obligations. Additional terms and conditions are set forth in the employment agreement.
We
have entered into a consulting agreement with our Chief Financial Officer dated April 12, 2022, as amended on January 10, 2024. Pursuant
to such agreement, Mr. Dalfonsi has agreed to serve as Chief Financial Officer until December 31, 2025 in consideration of monthly payments
of $12,500.
Outstanding
Equity Awards
The
following table sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan
awards held by our Named Executive Officers at December 31, 2024.
Outstanding
Option Awards at Fiscal Year-End
Name
Number
of Securities Underlying Unexercised Options (#) Exercisable
Number
of Securities Underlying Unexercised Options (#) Unexercisable
Option
Exercise Price
Option Expiration
Date
Eric Healy, Chief Executive Officer
140,000 (1)
-
$ 1.92
February 21, 2034
John Dalfonsi, Chief Financial Officer
30,000 (2)
-
$ 6.00
August 7, 2028
75,000 (1)
-
$ 1.92
February
21, 2034
(1)
Options granted on February 22, 2024, vested immediately.
(2)
Options granted on August 8, 2023, vested monthly over one year from the date of grant.
Option
Exercises and Stock Vested
None
of our Named Executive Officers exercised any stock options or acquired stock through vesting of an equity award during the year ended
December 31, 2024.
43
Director
Compensation
The
following table summarizes the compensation paid or accrued by us to our directors that are not Named Executive Officers for the year
ended December 31, 2024.
Name
Fees
Earned
or
Paid in Cash
Stock
Award
Option
Awards
Non-Equity
Incentive Compensation
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
All
other Compensation
Total
David Israel
$ -
$ -
$ 34,221 (1)
$ -
$ -
$ -
$ 34,221
Byron Riché Jones
$ -
$ -
$ 38,974 (2)
$ -
$ -
$ -
$ 38,974
Greg Somerville
$ -
$ -
$ 17,111 (3)
$ -
$ -
$ -
$ 17,111
Deven Jain
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Lindsay L. Schwartz
$ -
$ -
$ -
$ -
$ -
$ -
$ -
(1)
On February 22, 2024, we granted Mr. Israel an option to purchase 30,000 shares of common stock at an exercise price of $1.92 per
share, exercisable over a 10-year term. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41%
and a call option value of $1.1407, was $34,221.
(2)
On February 22, 2024, we granted Mr. Jones an option to purchase 34,166 shares of common stock at an exercise price of $1.92 per
share, exercisable over a 10-year term. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41%
and a call option value of $1.1407, was $38,974.
(3)
On February 22, 2024, we granted Mr. Somerville an option to purchase 15,000 shares of common stock at an exercise price of $1.92
per share, exercisable over a 10-year term. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of
41% and a call option value of $1.1407, was $17,111.
Directors
are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors.
ITEM
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth, as of March 31, 2025, certain information with regard to the record and beneficial ownership of the Company’s
common stock by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the Company’s common
stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of
the Company as a group. The address of each of our directors and executive officers named in the table is c/o BranchOut Food Inc., 205
SE Davis Ave., Suite C, Bend, Oregon 97702:
Common
Stock
Name
of Beneficial Owner (1)
Number
of Shares
%
of Class (2)
Officers and Directors:
Eric Healy, Chairman
and CEO (3)
2,077,104
20.0 %
John Dalfonsi, CFO and Director (4)
311,694
3.2 %
David Israel, Director (5)
46,254
*
Greg Somerville, Director (6)
45,000
*
Byron Riché Jones,
Director (7)
182,955
1.9 %
Lindsey L. Schwartz, Director
141,550
1.5 %
Deven
Jain, Director
-
-
Directors
and Officers as a Group (7 persons)
2,804,557
26.4 %
5% or Greater
Shareholders
Eric
Healy, CEO (3)
2,077,104
20.0 %
Daniel
L. Kaufman (8)
5,984,305
38.4 %
*
less than 1%
(1) Except
as indicated in the footnotes to this table and pursuant to applicable community property
laws, the persons named in the table have sole voting and investment power with respect to
all shares of common stock owned by such person.
44
(2) Percentage
of beneficial ownership is based upon 9,584,769 shares of common stock. For each named person,
this percentage includes common stock that the person has the right to acquire either currently
or within 60 days of March 31, 2025, including through the exercise of an option; however,
such common stock is not deemed outstanding for the purpose of computing the percentage owned
by any other person.
(3) Includes
140,000 shares of common stock that may be acquired under an option to purchase 140,000 shares
of common stock at an exercise price of $1.92 per share that vested in full on February 22,
2024, exercisable until February 21, 2034. Also includes 659,456 shares of common stock that
may be acquired under fully vested warrants to purchase 659,456 shares of common stock at
an exercise price of $1.00 per share, exercisable until July 22, 2034.
(4) Includes
75,000 shares of common stock that may be acquired under an option to purchase 75,000 shares
of common stock at an exercise price of $1.92 per share that vested in full on February 22,
2024, exercisable until February 21, 2034. Also includes 30,000 shares of common stock that
may be acquired under an option to purchase 30,000 shares of common stock at an exercise
price of $6.00 per share that that vested in full on August 8, 2024, exercisable until August
7, 2028. Also includes an aggregate 44,803 shares of common stock that may be acquired by
EagleVision Ventures, Inc., which is an entity 100% owned by the spouse of Mr. Dalfonsi,
under the warrants listed below. The spouse of Mr. Dalfonsi has the sole voting and dispositive
power over these shares.
Options to Purchase
Exercise
Vesting
Expiration
Issuance
Date:
Common
Stock:
Price:
Terms:
Date:
March 7, 2022
15,383 shares
$ 6.50
Fully Vested
December
7, 2030
March 7, 2022
7,692 shares
$ 7.10
Fully Vested
May
6, 2031
May 26, 2022
18,334 shares
$ 7.50
Fully Vested
May
25, 2027
June 6, 2022
3,394 shares
$ 7.50
Fully Vested
June
5, 2027
(5) Includes
16,254 shares held in the name of BFY Food Group, LLC, which is an entity in which David
Israel is the beneficial owner. Mr. Israel has the sole voting and dispositive power over
these shares. Also includes 30,000 shares of common stock that may be acquired under an option
to purchase 30,000 shares of common stock at an exercise price of $1.92 per share that vested
in full on February 22, 2024, exercisable until February 21, 2034.
(6) Includes
15,000 shares of common stock that may be acquired under an option to purchase 15,000 shares
of common stock at an exercise price of $1.92 per share that vested in full on February 22,
2024, exercisable until February 21, 2034. Also includes 30,000 shares of common stock that
may be acquired under an option to purchase 30,000 shares of common stock at an exercise
price of $2.51 per share that vested in full on August 8, 2024, exercisable until August
7, 2028.
(7) Includes
12,500 shares held by Byron R Jones & Angelina Jones JT TEN. Includes 34,166 shares of
common stock that may be acquired under an option to purchase 34,166 shares of common stock
at an exercise price of $1.92 per share that vested in full on February 22, 2024, exercisable
until February 21, 2034.
(8) Includes
an aggregate 4,484,305 shares of common stock that may be acquired by Kaufman Kapital LLC,
which is an entity 100% owned by Mr. Daniel L. Kaufman, under $3,400,000 of senior secured
convertible promissory notes that are convertible into common stock at a conversion rate
of $0.7582 per share. Excludes 375,598 shares that could be converted into common stock on
the accrued interest. Also includes 1,000,000 shares of common stock that may be acquired
by Kaufman Kapital LLC under warrants to purchase 1,000,000 shares of common stock at an
exercise price of $1.00 per share that vested in full with shareholder approval on October
14, 2024, exercisable until December 31, 2025. And, includes 500,000 shares of common stock
that may be acquired by Kaufman Kapital LLC under warrants to purchase 500,000 shares of
common stock at an exercise price of $1.50 per share that vested in full with shareholder
approval on October 14, 2024, exercisable until December 31, 2025. Mr. Kaufman has the sole
voting and dispositive power over these shares.
ITEM
13 . Certain Relationships and Related Transactions, and Director Independence
Certain
Relationships and Related Party Transactions
Other
than the transactions described below, there has not been, nor is there currently proposed, any transaction or series of similar transactions
to which we were or will be a party:
●
in
which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last
two completed fiscal years; and
●
in
which any director, executive officer, stockholders who beneficially owns more than 5% of our common stock or any member of their
immediate family had or will have a direct or indirect material interest.
45
Convertible
Notes Payable
On
July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant
to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) a 12% Senior Secured Convertible Promissory Note
in the principal amount of up to $3,400,000 (the “Convertible Note”), convertible into shares of the Company’s common
stock at a fixed price of $0.7582 per share of common stock, a (ii) a warrant to purchase 1,000,000 shares of common stock at an exercise
price of $1.00 per share (the “$1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of common stock at an exercise
price of $1.50 per share (the “$1.50 Warrant” and, together with the $1.00 Warrant, the “Warrants” and together
with the Convertible Note, the “Purchased Securities”), in consideration of an initial loan in the principal amount of $2,000,000
(the “Initial Loan”) made to the Company under the Convertible Note, subject to the terms and conditions thereof. On July
19, 2024, the Company, Mr. Kaufman and Kaufman Kapital LLC (“Kaufman Kapital”) entered into an amendment to the SPA, which
among other things, replaced Mr. Kaufman with Kaufman Kapital as the “Investor” under the SPA. The $1,400,000 balance on
the promissory note was received on December 9, 2024.
On
July 24, 2024, the Company issued the Purchased Securities to Kaufman Kapital in consideration of Kaufman Kapital making the Initial
Loan to the Company.
The
Convertible Note matures on the earlier of (i) December 31, 2025, (ii) the sale by the Company of $5,000,000 of equity or debt securities
in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change
of control transaction as provided in the Convertible Note. Loans outstanding under the Convertible Note bear interest at an initial
rate of 12% per annum, and together with accrued principal are convertible into common stock.
The
Company’s obligations under the Convertible Note are secured by a lien granted to Kaufman Kapital on substantially all of the Company’s
assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (the “Security Agreement”). In addition,
the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions
of this nature.
Notes
Payable
On
August 30, 2024, the Company borrowed $1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note in the principal amount
of $1,200,000 (the “Note”) issued by the Company to Kaufman Kapital. The Note matures on June 30, 2025, as amended. The loan
under the Note bears interest at a rate of 15% per annum. The Company’s obligations under the Note are secured by a lien on substantially
all of the Company’s assets pursuant to the Security Agreement. In addition, the Note includes affirmative and negative covenants,
events of defaults and other terms and conditions, customary in transactions of this nature.
Transactions
with Eagle Vision
In
connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment
to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants
issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i)
the exercise price of the Warrants issued to the Holders was reduced from $2.00 to $1.00, (ii) the outside maturity date of the Senior
Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 (subject to further extension in the event the maturity
date of the Convertible Note is extended), (iii) the Company’s obligation to make payments of principal under the Senior Notes
held by the Holders beginning July 1, 2024 has been eliminated, and instead all obligations of the Company under such Senior Notes will
be due in one lump sum on the maturity date of the Senior Notes, and (iv) the Company’s obligations under the Convertible Note
and liens granted to the holder thereof, will be pari passu with the Company’s obligations under the Senior Notes held by the Holders
and liens granted to the holders thereof. The amendment warrants resulted in $89,949 of additional interest expense.
On
various dates from January 9, 2024 through May 22, 2024, the Company completed the sale of an aggregate $1,675,000 of Senior Secured
Promissory Notes (“Senior Notes”) and Warrants (“Warrants”) to purchase an aggregate of 518,750 shares of the
Company’s common stock, to a group of Investors (“Investors”) led by Eagle Vision Fund LP (“Eagle Vision”),
an affiliate of John Dalfonsi, CFO of the Company, pursuant to a subscription agreement between the Company and the Investors.
Pursuant
to the subscription agreements, Eagle Vision was paid aggregate cash fees in the amount of $177,500 upon the closing of the transactions
for due diligence fees in consideration of services rendered and to be rendered by Eagle Vision to the Company and the investors, including
conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the senior secured
notes, servicing the interest and principal payments for purchasers, engaging in ongoing discussions with the Company’s management
regarding the Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial
information related to the Company, which services are to be provided by Eagle Vision until the senior secured notes have been paid in
full, and an aggregate $35,000 of legal fees was paid to Investors’ counsel.
46
The
Notes mature on the earlier of December 31, 2025, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such
terms are defined in the Subscription Agreement) and bear interest at a rate of 15% per annum. In addition, the Notes are subject to
covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement. The Company’s obligations
under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of a Security Agreement
between the Company and the Investors.
Each
Warrant is exercisable for a ten-year period at an exercise price of $1.00 per share.
Unit
Offering Sale of Common Stock and Warrants
On
July 15, 2024, the Company entered into Subscription Agreements (the “Subscription Agreements”) with three related parties,
consisting of Eric Healy, the Company’s Chief Executive Officer; Eagle Vision, an affiliate of John Dalfonsi, the Company’s
Chief Financial Officer; and the Company’s President, pursuant to which such investors agreed to purchase $525,000 of “Units”
from the Company, each Unit consisting of (i) 100 shares of common stock, and (ii) a warrant to purchase 125 shares of common stock over
the following ten years at an exercise price of $1.00 per share, at a purchase price per Unit equal to $75.82. The Company completed
the sale of the Units to Eric Healy and the Company’s President on July 23, 2024, and the sale of the Units to Eagle Vision on
August 30, 2024, resulting in the issuance of an aggregate of 692,429 shares of common stock and warrants to purchase 865,536 shares
of common stock.
Policies
and Procedures for Related Person Transactions
We
have adopted a formal policy in regard to related persons that requires all future related person transactions to be approved in advance
by our Audit Committee. Any request for such a transaction will be presented to our Audit Committee for review, consideration, and approval.
In approving or rejecting any such proposal, our Audit Committee will consider the relevant facts and circumstances available and deemed
relevant to the Audit Committee, including, but not limited to, the extent of the related party’s interest in the transaction,
and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third
party under the same or similar circumstances.
Certain
historical related person transactions described in this prospectus were reviewed and approved or ratified in accordance with our then
existing policies, Code of Business Conduct and Ethics, articles of incorporation and bylaws, and Oregon or Nevada law, as applicable.
Director
Independence
Our
board of directors currently consists of Eric Healy, our Chief Executive Officer and Chairman, John Dalfonsi our Chief Financial Officer,
David Israel, Greg Somerville, Byron Riché Jones, Deven Jain and Lindsey L. Schwartz. As executive officers, Messrs. Healy and
Dalfonsi do not qualify as “independent” under standards of independence set forth by national securities exchanges. Our
Board of Directors has determined that David Israel, Greg Somerville, Byron Riché Jones, Deven Jain and Lindsey L. Schwartz are
“independent” in accordance with the NASDAQ Capital Market’s requirements.
47
ITEM
14. Principal AccountING Fees And Services
M&K
CPAS, PLLC was the Company’s independent registered public accounting firm for the years ended December 31, 2024 and 2023.
Audit
and Non-Audit Fees
The
following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual
financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the
performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection
with tax compliance, tax advice and tax planning, and all other fees for services rendered.
Years Ended
December 31,
2024
2023
Audit fees (1)
$ 65,450
$ 114,150
Audit related fees
-
-
Tax fees
-
-
All other
fees (2)
24,900
-
Total
$ 90,350
$ 114,150
(1)
Audit fees were principally
for audit services and work performed in the review of the Company’s quarterly reports on Form 10-Q
(2)
Other fees were principally
for work performed in the review of the Company’s offerings filed under Forms S-1 and S-3, which were netted against the proceeds
of the offerings
48
PART
IV
ITEM
15. Exhibits and Financial Statement Schedules
Exhibit
Description
of Document
1.1
Underwriting
Agreement, dated June 26, 2024, between the Company and Alexander Capital, L.P., as Representative of the Underwriters (Incorporated
by reference to Exhibit 1.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 1, 2024)
1.2
At-The-Market
Issuance Sales Agreement, dated as of October 23, 2024, between BranchOut Food Inc. and Alexander Capital, L.P. (Incorporated by
reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.
on October 23, 2024)
3.1
Articles
of Incorporation of BranchOut Food Inc. (incorporated by reference to Exhibit 3.1 of the Form S-1 filed with the Securities and Exchange
Commission by BranchOut Food Inc. on April 24, 2023)
3.2
Certificate
of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 1.2 of the Company’s form 8-K filed with the
Securities and Exchange Commission on June 22, 2023)
3.3
Certificate
of Amendment to Articles of Incorporation of BranchOut Food Inc. filed January 4, 2024 (incorporated by reference to Exhibit 3. of
the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 8, 2024)
3.4
Bylaws
of BranchOut Food Inc. (incorporated by reference to Exhibit 3.2 of the Form S-1 filed with the Securities and Exchange Commission
by BranchOut Food Inc. on April 24, 2023)
4.1
Form
of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Form S-1/A filed with the Securities and Exchange Commission
by BranchOut Food Inc. on June 13, 2023)
4.2
Form
of Representative’s Warrant (incorporated by reference to Exhibit 4.3 of the Form S-1/A filed with the Securities and Exchange
Commission by BranchOut Food Inc. on May 12, 2023)
4.3
Form
of Common Stock Warrant (issued to Selling Stockholders) (incorporated by reference to Exhibit 4.3 of the Form S-1 filed with the
Securities and Exchange Commission by BranchOut Food Inc. on June 9, 2023)
4.4
Form
of Warrant issued under Subscription Agreement dated as of January 9, 2024, as amended on April 15, 2024 (Incorporated by reference
to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)
4.5
Representative’s
Warrant (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut
Food Inc. on July 1, 2024)
4.6
Form
of 12% Senior Secured Convertible Promissory Note of the Company in the principal amount of up to $3,400,000 issuable under Securities
Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange
Commission by BranchOut Food Inc. on July 19, 2024)
4.7
Form
of $1.00 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.2 of the
Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)
4.8
Form
of $1.50 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.3 of the
Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)
4.9
Form
of Warrant issuable under Subscription Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.4 of the Form 8-K filed
with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)
4.10
Description
of Securities Registered Under Section 12 of the Exchange Act (Incorporated by reference to Exhibit 4.5 of the Form 10-K filed with
the Securities and Exchange Commission by BranchOut Food Inc. on April 1, 2024)
10.1
Form
of Indemnification Agreement+ (incorporated by reference to Exhibit 10.1 of the Form S-1/A filed with the Securities and Exchange
Commission by BranchOut Food Inc. on June 9, 2023)
10.2
2022
Equity Incentive Plan of BranchOut Food Inc.+ (incorporated by reference to Exhibit 10.2 of the Form S-1 filed with the Securities
and Exchange Commission by BranchOut Food Inc. on April 24, 2023)
10.3
Subscription
Agreement dated as of January 10, 2024 between BranchOut Food Inc. and the investors named therein (incorporated by reference to
Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)
10.4
Form
of Senior Secured Note issued under Subscription Agreement dated as of January 10, 2024 between BranchOut Food Inc. and the investors
named therein (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut
Food Inc. on January 16, 2024)
10.5
Security
Agreement dated as of January 10, 2024 between BranchOut Food Inc. and the investors named therein (incorporated by reference to
Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)
10.6
Executive
Employment Agreement between Eric Healy and BranchOut Food Inc. dated December 6, 2022+ (incorporated by reference to Exhibit 10.7
of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023)
49
10.7
Contract
Manufacturing Agreement between BranchOut Food Inc. and NXTDried Superfoods SAC dated January 14, 2022. £ (incorporated by
reference to Exhibit 10.9 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023)
10.8
Manufacturing
and Distributorship Agreement (“MDA”) between BranchOut Food Inc. and Natural Nutrition SpA, a Chilean company (“Nanuva”)
dated February 4, 2021. £ (incorporated by reference to Exhibit 10.10 of the Form S-1 filed with the Securities and Exchange
Commission by BranchOut Food Inc. on April 24, 2023)
10.9
License
Agreement between BranchOut Food, Inc. and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26,
2022 and February 21, 2023. £ (incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange
Commission by BranchOut Food Inc. on April 24, 2023)
10.10
First
Amendment to Subscription Agreement dated as of April 16, 2024, between BranchOut Food Inc. and the investors named therein (Incorporated
by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 16,
2024)
10.11
Lease
Agreement, dated as of May 10, 2024, between BranchOut Food Inc. and landlord of the Peru Facility (Incorporated by reference to
Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 16, 2024)
10.12
Assignment
of Credit and Substitution of Mortgagee, dated as of May 10, 2024, among BranchOut Food Inc., assignor, and landlord of the Peru
Facility (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut
Food Inc. on May 16, 2024)
10.13
License
Agreement between BranchOut Food, Inc. and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26,
2022 and February 21, 2023. (Incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange Commission
by BranchOut Food Inc. on April 24, 2023).
10.14
Third
Amendment to License Agreement, dated as of May 23, 2024, between BranchOut Food Inc. and EnWave Corporation (Incorporated by reference
to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 28, 2024)
10.15
Securities
Purchase Agreement, dated July 15, 2024, between the Company and Daniel L. Kaufman (Incorporated by reference to Exhibit 10.1 of
the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)
10.16
Amendment
to Securities Purchase Agreement, dated July 19, 2024, by and among the Company, Daniel L. Kaufman and Kaufman Kapital LLC (Incorporated
by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19,
2024)
10.17
Unit
Subscription Agreement of the Company, dated July 15, 2024 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with
the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)
10.18
Security
Agreement between the Company and Kaufman Kapital LLC, dated July 23, 2024 (Incorporated by reference to Exhibit 10.3 of the Form
8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 29, 2024)
10.19
Omnibus
Amendment to Note Documents, dated July 23, 2024, between the Company and holders of the Company’s Senior Notes (Incorporated
by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 29,
2024)
10.20
Senior
Secured Promissory Note of the Company in the principal amount of $1,200,000, dated August 29, 2024, issued to Kaufman Kapital LLC
(Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.
on August 30, 2024)
10.21*
Public
Deed of First Addendum to the Credit Assignment Agreement and Substitution of Mortgage Creditor, dated December 13, 2024, between
BranchOut Food Inc. and Campos Del Sur S.A.
21.1*
List
of Subsidiaries of BranchOut Food Inc.
31.1*
Certification
of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2*
Certification
of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*
Certification
of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification
of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*
Clawback
Policy of BranchOut Food Inc.
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Schema Document
101.CAL*
Inline
XBRL Calculation Linkbase Document
101.DEF*
Inline
XBRL Definition Linkbase Document
101.LAB*
Inline
XBRL Labels Linkbase Document
101.PRE*
Inline
XBRL Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed
herewith.
+
Indicates
a management contract or compensatory plan or arrangement.
£
Portions
of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K
50
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
BRANCHOUT
FOOD INC.
(Registrant)
By:
/s/
Eric Healy
Eric
Healy
Chief
Executive Officer
(Principal
Executive Officer)
By:
/s/
John Dalfonsi
John
Dalfonsi
Chief
Financial Officer
(Principal
Financial Officer)
Dated:
April
15, 2025
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant, and in the capacities and on the dates indicated:
Signature
Title
Date
/s/
Eric Healy
Chief
Executive Officer and Chairman
Eric
Healy
(Principal
Executive Officer)
April
15, 2025
/s/
John Dalfonsi
Chief
Financial Officer and Director
April
15, 2025
John
Dalfonsi
(Principal
Financial Officer)
/s/
David Israel
Director
April
15, 2025
David
Israel
/s/
Greg Somerville
Director
April
15, 2025
Greg
Somerville
/s/
Byron Riché Jones
Director
April
15, 2025
Byron
Riché Jones
/s/
Deven Jain
Director
April
15, 2025
Deven
Jain
/s/
Lindsey L. Schwartz
Director
April
15, 2025
Lindsey
L. Schwartz
51